UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 30, 2020

_______________________________

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

121 South 17th Street

Mattoon, Illinois 61938-3987

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 99.1

Consolidated Communications Reports Second Quarter 2020 Results

Company delivered stable revenue and Adjusted EBITDA growth;
Substantially increased free cash flow; demonstrating continued progress on deleveraging

Second Quarter Highlights

• Revenue totaled $325.2 million, generating increased Adjusted EBITDA of $133.1 million, up 1.3 percent
• Consumer Broadband revenue grew 2.3 percent, representing the fifth consecutive growth quarter
• Commercial and Carrier Data-Transport revenue grew 1.2 percent; fiber projects driving growth opportunities
• Operating expenses, excluding depreciation and amortization, were reduced by $17.6 million or 7.9 percent
• Free Cash Flow increased $39.4 million in the recent quarter and is up $89.3 million year-to-date
• Net debt leverage improved to 4.14x, down from 4.33x at year-end 2019 reflecting significant progress on deleveraging strategy

Note: Consolidated’s second-quarter earnings conference call will be webcast today at 10 a.m. ET. The live webcast and materials will be available on the Investor Relations section of the Company’s website at http://ir.consolidated.com.

MATTOON, Ill., July 30, 2020 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”) reported results for the second quarter 2020.

“I’m pleased to report we had another strong quarter, delivering revenue growth in both broadband and data-transport services, while decreasing operating expenses and increasing Adjusted EBITDA,” said Bob Udell, president and chief executive officer of Consolidated Communications. “Our business remains strong and we continue to operate seamlessly through this unprecedented time. As a critical infrastructure provider, we are laser focused on supporting our residential, business and carrier customers with flexible solutions that meet their unique needs right now – whether at home, at work, at a tower or at a data center. The safety and wellness of our employees and customers remain our number one priority.”

“For the fifth consecutive quarter, we grew broadband revenue by leveraging our speed improvements,” added Udell. “Additionally, we reduced our debt leverage from 4.33x at the end of 2019 to 4.14x as we further execute on our delever first strategy. Through high-return fiber investments and innovative public-private partnerships, we are delivering results where we invest and executing on a strategy that positions us well for continued growth.”    

Financial Results for the Second Quarter   

• Revenue totaled $325.2 million, a decline of 2.5 percent compared to second quarter 2019.
  
  
  • Data and transport service revenue increased 1.2 percent or $1.0 million;
  • Commercial and carrier other revenue was down $3.0 million primarily due to equipment sales;
  • Broadband revenue increased 2.3 percent or $1.5 million;
  • Voice services revenue across all customer channels declined 3.8 percent or $3.5 million, which is less than half the decline compared to the prior-year period; and
  • Network access revenues declined $3.7 million primarily due to declines in special access.
     
• Income from operations increased $25.5 million and totaled $39.8 million in the second quarter of 2020. The change was primarily due to operating expense reductions of $17.6 million that were largely attributed to ongoing cost savings initiatives and lower direct product costs. Depreciation and amortization expense declined $16.2 million primarily due to certain acquired assets, which became fully depreciated.
  
  
• Net interest expense was $31.5 million, down $3.3 million from the same period last year. As of June 30, our weighted average cost of debt was approximately 5.3 percent.
  
  
• Cash distributions from the Company’s wireless partnerships totaled $9.6 million, down $1.0 million from a year ago.   
  
  
• Other income was $9.9 million compared to income of $9.1 million one year ago. A reduction in non-operating pension/OPEB expense of $2.3 million offset a decline of $1.6 million in investment income from the Company’s minority interest in wireless partnerships. 
   
• On a GAAP basis, net income was $13.9 million, compared to a net loss of $7.3 million for the same period last year. GAAP net income per share was $0.19. Adjusted diluted net income (loss) per share excludes certain items as outlined in the table provided in this release. Adjusted diluted net income per share was $0.21 in the second quarter of 2020, compared to a net loss per share of $(0.03) in the second quarter of 2019. 
  
  
• Adjusted EBITDA was $133.1 million, up compared to $131.4 million in the second quarter last year.
  
  
• The total net debt to last 12-month Adjusted EBITDA ratio improved to 4.14x, as the Company continued to execute on its delever strategy and build cash on the balance sheet.
  
  
• Capital expenditures totaled $53.8 million in the second quarter driven by success-based, fiber and wireless tower projects and broadband network investments. 

About Consolidated Communications 

Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a leading broadband and business communications provider serving consumers, businesses, and wireless and wireline carriers across rural and metro communities and a 23-state service area. Leveraging an advanced fiber network spanning 45,850 fiber route miles, Consolidated Communications offers a wide range of communications solutions, including: high-speed Internet, data, phone, security, managed services, cloud services and wholesale, carrier solutions. From our first connection 125 years ago, Consolidated is dedicated to turning technology into solutions, connecting people and enriching how they work and live. Visit www.consolidated.com for more information.

Use of Non-GAAP Financial Measures                         

This press release, as well as the conference call, includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “total net debt to last twelve month adjusted EBITDA ratio,” “free cash flow” and “adjusted diluted net income (loss) per share,” all of which are non-GAAP financial measures and described in this section as not being in compliance with Regulation S-X. Accordingly, they should not be construed as alternatives to net cash from operating or investing activities, cash and cash equivalents, cash flows from operations, net income or net income per share as defined by GAAP and are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. In addition, not all companies use identical calculations, and the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.   

Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required by the lenders under our credit agreement in place at the end of each quarter in the periods presented.  The tables that follow include an explanation of how adjusted EBITDA is calculated for each of the periods presented with the reconciliation to net income.  EBITDA is defined as net earnings before interest expense, income taxes, depreciation and amortization on a historical basis.   

We present adjusted EBITDA for several reasons.  Management believes adjusted EBITDA is useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt). In addition, we have presented adjusted EBITDA to investors in the past because it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting it here provides a measure of consistency in our financial reporting. Adjusted EBITDA, referred to as Available Cash in our credit agreement, is also a component of the restrictive covenants and financial ratios contained in our credit agreement that requires us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt. The definitions in these covenants and ratios are based on adjusted EBITDA after giving effect to specified charges. In addition, adjusted EBITDA provides our board of directors with meaningful information, with other data, assumptions and considerations, to measure our ability to service and repay debt.  We present the related “total net debt to last twelve month adjusted EBITDA ratio” principally to put other non-GAAP measures in context and facilitate comparisons by investors, security analysts and others; this ratio differs in certain respects from the similar ratio used in our credit agreement.  These measures differ in certain respects from the ratios used in our senior notes indenture. 

These non-GAAP financial measures have certain shortcomings. In particular, adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure. Because adjusted EBITDA is a component of the ratio of total net debt to last twelve month adjusted EBITDA, these measures are also subject to the material limitations discussed above. In addition, the ratio of total net debt to last twelve month adjusted EBITDA is subject to the risk that we may not be able to use the cash on the balance sheet to reduce our debt on a dollar-for-dollar basis. Management believes this ratio is useful as a means to evaluate our ability to incur additional indebtedness in the future. 

Free cash flow represents net cash provided by operating activities adjusted for capital expenditures, cash dividends and proceeds received from the sale of assets. Free cash flow is a measure of operating cash flows available for corporate purposes after providing sufficient fixed asset additions. The tables that follow include a calculation of free cash flow for each of the periods presented with a reconciliation to net cash provided by operating activities. Free cash flow provides useful information to investors in the evaluation of our operating performance and liquidity.

We present the non-GAAP measure “adjusted diluted net income (loss) per share” because our net income (loss) and net income (loss) per share are regularly affected by items that occur at irregular intervals or are non-cash items.  We believe that disclosing these measures assists investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.
                       
Safe Harbor

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.  Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995.  These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results.  There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements.  These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on the company’s business, results of operations, cash flows, stock price and employees; economic and financial market conditions generally and economic conditions in our service areas;  various risks to the price and volatility of our common stock; changes in the valuation of pension plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a significant amount of cash to service and repay the debt  restrictions contained in our debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber-attacks, information or security breaches or technology failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of our network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations; and risks associated with discontinuing paying dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10-K and Form 10-Q.  Many of these circumstances are beyond our ability to control or predict.  Moreover, forward-looking statements necessarily involve assumptions on our part.  These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subsidiaries to be different from those expressed or implied in the forward-looking statements.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication.  Furthermore, forward-looking statements speak only as of the date they are made.  Except as required under the federal securities laws or the rules and regulations of the SEC, we disclaim any intention or obligation to update or revise publicly any forward-looking statements.  You should not place undue reliance on forward-looking statements.

Company Contact                                                                      

Jennifer Spaude, Consolidated Communications
Phone:  507-386-3765
jennifer.spaude@consolidated.com

Exhibit 99.2

Q2 2020 Earnings July 3 0, 2020

Safe Harbor The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward - looking information so that investors ca n better understand a company’s future prospects and make informed investment decisions. Certain statements in this communication are forward - looki ng statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward - looking statemen ts reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertaint ies, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward - looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID - 19 ) pandemic on the company’s business, results of operations, cash flows, stock price and employees; economic and financial market conditions ge ner ally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pen sion plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a si gni ficant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the busin ess; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecom mun ications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber - attacks, information or security breaches or techno logy failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights - of - way for the network; disrupt ions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management a nd personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of te lecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pa y network access charges for use of our network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations; and risks associated with discontinuing pay ing dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ mat erially from such forward - looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10 - K and Form 10 - Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward - looking statements necessarily involve assumption s on our part. These forward - looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “inte nd,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward - looking statements involve known and unknown r isks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subs idi aries to be different from those expressed or implied in the forward - looking statements. All forward - looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forw ard - looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of t he SEC, we disclaim any intention or obligation to update or revise publicly any forward - looking statements. You should not place undue reliance on for ward - looking statements.

Non - GAAP Measures This presentation includes certain non - GAAP historical and forward - looking financial measures, including but not limited to “ EBITDA,” “adjusted EBITDA,” “total net debt to last twelve month adjusted EBITDA ratio ,” and “ free cash flow.” In addition to providing key metrics for management to evaluate the Company’s performance, we believes these measurements assist investors in their understanding of operating performance and in identifying historical and prospective trends. A reconciliation of the differences between these non - GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP are available on the Company’s website at https:// ir.consolidated.com . Non - GAAP measures are not presented to be replacements or alternatives to the GAAP measures, and investors are urged to consider these non - GAAP measures i n addition to, and not in substitution for, measures prepared in accordance with GAAP. Consolidated may present or calculate i ts non - GAAP measures differently from other companies. Consolidated has filed a Form 8 - K reporting the quarterly results for the second quarter of 2020. The 8 - K must be read in conju nction with this presentation and contains additional important details on the quarterly results. .

Second Quarter 2020 Highlights Delivered Stable Revenue and Adjusted EBITDA Growth • Revenue: $325.2M, down 2.5% • Adjusted EBITDA: $133.1M, up 1.3% • Operating expenses declined $17.6M or 7.9% • Free Cash Flow increased $39.4M in Q2 - 20 and $89.3M YTD Leveraging Fiber Assets Across Three Customer Groups • Data & Transport revenue grew 1.2% • Broadband revenue grew 2.3%; fifth consecutive quarter • Fiber lit buildings +15%; 850 fiber - route miles added Clear Progress on Capital Allocation Plan • Lowered net debt ratio to 4.14x from 4.33x at Dec. 31, 2019 • Total liquidity is $137.3M as of June 30, 2020 Q2 - 2020 as compared to Q2 - 2019 Continuing to execute on strategic priorities to strengthen the balance sheet and drive growth across the business No material COVID - 19 business impacts at this time Substantially increased free cash flow

Second Quarter 2020 Results • Improved revenue trends in Q2 driven by broadband and data/transport growth; higher voice retention • Adjusted EBITDA margins improved as a result of improved cost structure, technology and process improvements $ in millions • Cost management resulted in a 7.9% or $17.6M reduction in operating expenses • Wireless cash distributions totaled $9.6M in Q2 Q2 - 20 Y/Y YTD 2020 Y/Y Total Revenue $325.2 (2.5%) $650.8 (3.2%) Adjusted EBITDA $133.1 1.3% $264.7 1.1% Adjusted EBITDA margin 40.9% 1.3% 40.7% 1.7% Second Quarter Highlights

Commercial and Carrier Revenue Data and Transport Revenue $ in millions, Q2 - 2020 as compared to Q2 - 2019 • Data and Transport Revenue +1.2% • On - net buildings: 12,882, +15.4% • Tower wireless connections: 3,900, +2.9% • Other revenue decreased $3M primarily due to lower equipment sales • Launched Enterprise@Home solution • Launched Cisco Webex Contact Center • Expanded ProConnect UC to Northern New England • Launched CCiTV for small businesses • Managing high volume wireless site capacity upgrades Q2 - 20 Results Commercial and Carrier Highlights Commercial and Carrier Revenue Q2 - 20 Y/Y YTD 2020 Y/Y $145.8 (2.2%) $292.8 (2.6%) Q2 - 20 Y/Y YTD 2020 Y/Y $89.6 1.2% $179.1 1.4%

$70.17 $73.32 $70.86 $74.91 Q1-19 Q1-20 Q2-19 Q2-20 Consumer Revenue • Consumer broadband revenue +2.3% • Consumer ARPU +5.7% • Voice revenue decline improved from 12.4% in Q2 - 19 to 4.7% in Q2 - 20 • CCiTV driving broadband speed upgrades and net adds • Lead with broadband; upgrade to faster speeds • Increase consumer ARPU; reduce churn • Leverage public - private partnerships to expand broadband services economically • CCiTV expansion to new markets in 2020; launched service in Texas in Q2 Broadband Revenue Q2 - 20 Results Consumer Strategy and Highlights Consumer ARPU $ in millions, Q2 - 2020 as compared to Q2 - 2019 +5.7% + 4.5% Q2 - 20 Y/Y YTD 2020 Y/Y $65.6 2.3% $129.6 2.0% Q1 - 19 Q1 - 20 Q2 - 19 Q2 - 20

Investing in the Highest Return Opportunities • Capital expenditures support carrier, commercial and broadband success - based, fiber projects • Investments supporting consumer broadband revenue and ARPU growth • Lit buildings increased 15.4% driven by market expansion • Built 850 fiber - route miles Y/Y Capex Q2 - 20 YTD 2020 Success - Based: $34 $61 Commercial / Carrier $13 $22 Consumer $21 $39 Other $20 $35 Total $54 $96 $ in millions Q2 - 20 compared to Q2 - 19

Consolidated’s Fiber - Rich Network 45,850 Fiber - route miles 2M+ Fiber - strand miles 12,900 On - net locations 550 F iber hub s/COs 3,900 F iber connections to wireless providers 13 Data centers 23 Operating states Data Centers Operating States Fiber Networks Leased Fiber

Core Regional Fiber Networks

Consolidated Strategic Imperatives Execute on Disciplined Capital Allocation Plan • Pay down debt to achieve net debt to Adjusted EBITDA target of <4x by the end of 2020 • Target substantially all free cash flow to delever and strengthen the balance sheet Leverage Fiber Assets Across Three Diverse Customer Groups • Top 10 fiber provider in the U.S.; 23 states; 45,850 fiber route miles • Consumer, Commercial and Carrier growth opportunities • Competitive offerings with next - generation products and services Stabilize EBITDA; Grow Free Cash Flow • Generate stable earnings and cash flow; disciplined investments with the highest return • Strong cash flow generated from wireless partnerships: ~$36M in 2019, $19.7M in 1H20 Strategic Asset Portfolio Review • Continue to evaluate assets for investment or monetization • Ensure all assets have a long - term, strategic fit

Free Cash Flow (1) Includes acquisition and non - recurring related costs, and certain miscellaneous items. (2) 2019 Free Cash Flow excludes $27.9 million in dividend payments in Q2 - 19 and $55.4 million in 1H 2019 made prior to the change in capital allocation policy announced in April 2019. Improved Cash Flow; Stronger Balance Sheet $ in millions Q2 - 20 Q2 - 19 1H 2020 1H 2019 Adjusted EBITDA $133.1 $131.4 $264.7 $261.7 Interest Payments ($37.2) ($41.6) ($61.5) ($66.0) Pension and OPEB Payments ($6.8) ($8.2) ($14.8) ($15.8) Restructuring, Severance and Other (1) $0.6 ($7.2) $0.1 ($12.5) Income Tax Payments, net of refunds ($0.2) ($0.4) ($0.2) ($0.5) Working Capital and Other $7.2 $14.3 ($6.6) ($3.6) Cash provided by Operating Activities $96.7 $88.3 $181.7 $163.3 Capital expenditures ($53.8) ($66.4) ($96.2) ($119.7) Proceeds from sale of assets $3.9 $13.3 $6.1 $14.2 Free Cash Flow (2) $46.8 $35.2 $91.6 $57.8

Q&A Q2 2020 Earnings